ESCO Technologies Inc. Summary of Non-Employee Directors' Compensation (Effective January 1, 2006)

Summary

This document outlines the compensation structure for non-employee directors of ESCO Technologies Inc. as of January 1, 2006. It specifies annual cash retainers, meeting fees, and stock awards for board members, lead directors, and committee chairpersons. Compensation includes annual retainers, fees for attending scheduled and additional meetings, and an annual grant of ESCO common stock. Payments are made in advance for scheduled meetings and within 30 days for additional meetings. The agreement ensures clear and consistent compensation for directors serving on the company's board and its committees.

EX-10.1 2 exhibit10-1.txt DIRECTORS' COMPENSATION EXHIBIT 10.1 ESCO Technologies Inc. Summary of Non-Employee Directors' Compensation (Revised as of January 1, 2006) 1. Board of Directors: ------------------- o Annual Retainer -- $20,000 o Lead Director Additional Annual Retainer -- $15,000 o Annual fee for meetings regularly scheduled -- $4,800 (four meetings); plus $1,200 fee for any additional meeting held o 3,200 shares* of ESCO common stock per annum -- payable quarterly 2. Committees of the Board: ------------------------ o Annual fees for meetings regularly scheduled: - Audit and Finance Committee (A&F) -- $4,800 (four meetings, not including additional telephone meetings) - Nominating and Corporate Governance Committee (NCG) -- $6,000 (five meetings) - Human Resources and Compensation Committee (HRC) -- $4,800 (four meetings) Plus $1,200 fee for any additional meeting held 3. Committee Chairmen -- Annual Retainers: ------------------ o A&F Committee -- $7,000 o HRC Committee -- $5,000 o NCG Committee -- $5,000 All of the above cash retainers and fees for regularly scheduled meetings shall be paid in advance in January of each year. Fees payable for any additional meetings held shall be paid within 30 days of such meeting. * Adjusted to reflect the two-for-one stock split effective 9-9-05.